Investment Adviser Code of Ethics
This Code of Ethics sets forth the policies and procedures required pursuant to Rule 204A-
1 under the Investment Advisers Act of 1940 (the “Advisers Act”). This Code of Ethics is
based on the principle that Phelps Financial Advisors owes a fiduciary duty to its clients, and
is intended to reflect fiduciary principals that govern the conduct of Phelps Financial Advisors.
It consists of policies regarding several key areas: standards of conduct and compliance with
laws, rules and regulation; protection of material non-public information; and personal securities
trading.

Placing the Client’s Interests First:
As a fiduciary, Phelps Financial Advisors will always act in the client’s best interest, and put the
client’s interests before our own. We may not cause a client to take action, or not to take action,
for our personal benefit rather than the benefit of the client.

Investment Advisers are subject to Section 206 of the Act which makes it unlawful for an advisor
to engage in fraudulent, manipulative or deceptive conduct. The intent is to eliminate conflicts
of interest and to prevent an adviser from taking advantage of a client’s trust. Phelps Financial
Advisors is committed to offering suitable advice to its clients, taking into account each client’s
needs, objectives, and financial circumstances. Phelps Financial Advisors is committed to a
high degree of care to ensure that accurate and adequate advice is given to clients, and that
recommendations are based on fact.

Phelps Financial Advisors is committed to a high level of transparency. We are committed to
clearly stating the services to be provided, obligations of both Phelps Financial Advisors and
the client, fee structure and fees due, other costs to the client, and any conflicts of interest prior
to entering into an agreement with a client. We will make every effort to explain, clarify, and
answer client’s questions or concerns about all aspects our business.

Phelps Financial Advisors has taken an additional step to eliminate conflicts of interest by
working with its clients strictly as a fee-only adviser. Phelps Financial Advisors and Nicholas
H. Phelps are compensated solely by the client in the form of hourly and/or fixed fees. Phelps
Financial Advisors and Nicholas H. Phelps are not affiliated with any broker/dealers or insurance
companies, etc. Because Phelps Financial Advisors and Nicholas H. Phelps do not sell any
products or accept any commissions, the likelihood of a conflict of interest is reduced. Phelps
Financial Advisors will disclose to the client any conflict of interest that may arise.

Protection of Client Information:
Phelps Financial Advisors is committed to the safe-keeping of all client information. All client
information is treated with the utmost confidentiality. We do not share any client information
without the client’s permission. We are committed to electronic security by keeping computer
security up to date. All hard-copy client information is kept private and secured. Phelps
Financial Advisors will not disclose names of clients or discuss clients ‘anonymously’ at any
time.

Personal Trading:
Phelps Financial Advisors anticipates a small chance that in appropriate circumstances consistent
with clients’ investment objectives, it will recommend to investment advisory clients the
purchase or sale of securities in which Nicholas H. Phelps has a position of interest. Subject
to satisfying this Code of Ethics and applicable laws, Phelps Financial Advisors’ 100% owner
Nicholas H. Phelps may trade for his own accounts in securities which are recommended to
Phelps Financial Advisors’ clients.

This Code of Ethics is designed to assure that the personal securities transactions, activities and
interests of Nicholas H. Phelps will not interfere with (i) making decisions in the best interest of
advisory clients and (ii) implementing such decisions while, at the same time, allowing investing
for his own accounts. Under the Code certain classes of securities have been designated as
exempt transactions, based upon a determination that these would materially not interfere with
the best interest of Phelps Financial Advisors’ clients. Nonetheless, because the Code of Ethics
would permit Nicholas H. Phelps to invest in the same securities as clients, there is a possibility
that he might benefit from market activity by a client in a security held by him. This would
present a conflict of interest. Nicholas H. Phelps anticipates this situation to be very infrequent,
because he invests for his own account primarily in open-end mutual funds for which he does not
act as an investment adviser. These are not reportable securities and do not present a conflict of
interest.

Reportable Securities:
Rule 204A-1 treats all securities as reportable securities, with five exceptions designed to
exclude securities that appear to present little opportunity for improper trading:
● Transactions and holdings in direct obligations of the Government of the United States
● Money market instruments — bankers' acceptances, bank certificates of deposit,
commercial paper, repurchase agreements and other high quality short-term debt
instruments.
● Shares of money market funds
● Transactions and holdings in shares of other types of mutual funds, unless the adviser or a
control affiliate acts as the investment adviser or principal underwriter for the fund
● Transactions in units of a unit investment trust if the unit investment trust is invested
exclusively in unaffiliated mutual funds
Any conflicts of interest that may arise will be disclosed to the client. Nicholas H. Phelps will
not transact in any security to the detriment of any client.

Insider Trading:
Investment advisers may not trade for themselves or on behalf of others on the basis of material
non-public information. They may also not communicate material non-public information to
others. This conduct is called “insider trading”. Insider trading refers to the use of material nonpublic
information to trade in securities or to communicate material non-public information to
others in breach of a fiduciary duty. Phelps Financial Advisors will not take part in any insider
trading.

Gifts:
Phelps Financial Advisors does accept any investment opportunity, gift, gratuity, or other item
of more than nominal value, from any person or entity that conducts business with us or intends
to conduct business with us, directly or indirectly, on behalf of clients. We may attend business
meals, sporting and other entertainment events, so long as the expense is reasonable and both we
and the giver are in attendance.

Additional Information:
Nicholas H. Phelps is a CERTIFIED FINANCIAL PLANNER™ practitioner and is in full
agreement with the following standards of the CFP Board:

Code of Ethics and Professional Responsibility:
CFP Board adopted the Code of Ethics to establish the highest principles and standards. These
Principles are general statements expressing the ethical and professional ideals certificants are
expected to display in their professional activities. As such, the Principles are aspirational in
character and provide a source of guidance for certificants. The Principles form the basis of CFP
Board's Rules of Conduct, Practice Standards and Disciplinary Rules, and these documents
together reflect CFP Board's recognition of certificants' responsibilities to the public, clients,
colleagues and employers.

Principle 1 – Integrity: Provide professional services with integrity.
Integrity demands honesty and candor which must not be subordinated to personal gain and
advantage. Certificants are placed in positions of trust by clients, and the ultimate source of
that trust is the certificant’s personal integrity. Allowance can be made for innocent error and
legitimate differences of opinion, but integrity cannot co-exist with deceit or subordination of
one’s principles.

Principle 2 – Objectivity: Provide professional services objectively.
Objectivity requires intellectual honesty and impartiality. Regardless of the particular service
rendered or the capacity in which a certificant functions, certificants should protect the integrity
of their work, maintain objectivity and avoid subordination of their judgment.

Principle 3 – Competence: Maintain the knowledge and skill necessary to provide professional
services competently.
Competence means attaining and maintaining an adequate level of knowledge and skill, and
application of that knowledge and skill in providing services to clients. Competence also
includes the wisdom to recognize the limitations of that knowledge and when consultation with
other professionals is appropriate or referral to other professionals necessary. Certificants make
a continuing commitment to learning and professional improvement.

Principle 4 – Fairness: Be fair and reasonable in all professional relationships. Disclose
conflicts of interest.
Fairness requires impartiality, intellectual honesty and disclosure of material conflicts of
interest. It involves a subordination of one’s own feelings, prejudices and desires so as to
achieve a proper balance of conflicting interests. Fairness is treating others in the same fashion
that you would want to be treated.

Principle 5 – Confidentiality: Protect the confidentiality of all client information.
Confidentiality means ensuring that information is accessible only to those authorized to
have access. A relationship of trust and confidence with the client can only be built upon the
understanding that the client’s information will remain confidential.

Principle 6 – Professionalism: Act in a manner that demonstrates exemplary professional
conduct.
Professionalism requires behaving with dignity and courtesy to clients, fellow professionals, and
others in business-related activities. Certificants cooperate with fellow certificants to enhance
and maintain the profession’s public image and improve the quality of services.

Principle 7 – Diligence: Provide professional services diligently.
Diligence is the provision of services in a reasonably prompt and thorough manner, including
the proper planning for, and supervision of, the rendering of professional services.